Dominica Offshore Company

The Commonwealth of Dominica (not to be confused with the Dominican Republic) is located in the Eastern Caribbean offers attractive offshore formation opportunities for potential foreign individuals and companies. Dominica currently offers a broad range of offshore services, the most popular product being the International Business Company (IBC), also known as an offshore company or a non-resident company.

The International Business Companies (IBC) Act passed in 1996 offers progressive legislation with a flexible structure and formation process. Since then, Dominica has experienced rapid growth in the offshore sector due to its liberal legislation, quick incorporation procedures and low government formation fees. The Dominica IBC offered individuals fully tax exempt status, with zero obligations on financial reporting and low fixed annual fees for licensing. However, from January 2019, all IBCs incorporated in Dominica became taxable by the Dominican government (a whole 30% corporate tax on worldwide income)
As an offshore jurisdiction, Dominica is quickly becoming one of the world leaders in offshore business services as well as Dominica's second passport opportunities. It’s unfortunate that Dominica being a tax haven is one for the history books.

For more information on the Advantages of Dominica as an Offshore Financial Center, click here.

Table of Contents:

• Advantages Dominica Offshore Company
• Top Uses
• Key Corporate Features
• Company Package
• Requirements to Incorporate
• Corporate Taxation
• Corporate Details

Advantages Dominica Offshore Company

There are a number of advantages given to individuals and companies who choose to incorporate in Dominica, including:

• Flexible requirements - With respect to capitalization, shareholders, directors and shares of the company
• Efficient business regulations - Fast incorporation, straightforward registration procedures, no limitations to the share capital value and currency, no requirements of minimum paid-up capital
• No financial reporting requirements -  Financial statements are not made available to the public
• Flexible legislation - Allows for multiple uses of a Dominican offshore company
• High Confidentiality and Privacy - Names of directors and shareholders are not made public. Additionally, nominee shareholders and directors are also available in Dominica, providing yet another layer of privacy
• Asset security and protection - Maintained via provisions that restrict seizure, expropriation or confiscation of assets by foreign authorities or creditors

Dominica’s offshore jurisdiction enables companies and individuals to take advantage of numerous other benefits including:

• Political and economic stability
• Absence of exchange, currency and capital controls
• Modern and simple incorporation laws and procedures
• Excellent communications and transportation systems
• Superior banking and professional services
• An English Common Law System
• English speaking country
• Minimum disclosure requirements
• Currency diversification
• Limiting personal liability
• Reduction in transaction costs

Top Uses

Due to Dominica’s progressive IBC legislation, incorporation procedures are both easy and flexible, making an IBC a useful tool for many different business activities.

The formation of an IBC can be made for any legal purpose and for any legal activity, except for the banking and insurance sectors. An IBC can be used for any commercial enterprise, including but not limited to:

• Offshore savings and investments
• Manufacturing
• Transportation
• Trade and distribution
• Forex and stock trading
• E-commerce
• Professional service company

In order to carry out certain activities, proper licensing is required for:

• Online casino and other online gaming
• Ship management and other maritime operations
• Owning and lease of yacht and vessels

Note that an IBC cannot conduct business with individuals residing in Dominica, own real estate in Dominica, accept banking deposits, or accept insurance contracts.

Key Corporate Features

Company Formation Package Includes

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Incorporation
6. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. FREE Phone and/or email consultations

How to Setup a Company?

There are very few requirements in order to set up a Dominica IBC:

• A single individual can set up an Dominica IBC with just one director and one shareholder to set up an offshore company (the director can be the same person as the shareholder)
• Certified copy of identification pages of passport
• Police clearance certificate

Document Requirements to Incorporate

In order to set up a Dominica company, a few documents will be needed:

1. Register and secure the name of the proposed company
2. Memorandum and Articles of Association
3. Certificate of Incorporation
4. Appointment of a company director(s)
5. Registry of members and directors
6. Share Certificate(s)

The Companies and Intellectual Property Office (CIPO) is Dominica's national registry for companies and intellectual property. It registers and maintains records related to intellectual property, companies, business names, and IBCs in Dominica.

Corporate Taxation

Individuals and companies interested in establishing a Dominica offshore IBC benefit from a number of tax incentives including:

• There are no exchange controls on the movement of funds by IBC's and there is unrestricted operation of bank accounts

From December 31, 2021, IBCs are subject to a 30% income tax on their global income.

Corporate Details

Privacy

The IBC Act makes it an offense for anyone to reveal any information regarding a Dominica corporation, except under criminal investigations through a court order. The affairs of any offshore IBC can only be looked into when its principal is found guilty of a crime in his/her country of residence and only if that offense is deemed criminal in the offshore jurisdiction had the same act been committed there.

Unauthorized disclosure of information about a Dominica IBC is a crime punishable by a $25,000 fine and up to 2 years in prison, according to the IBC Act of 1996.

Tax Treaties and exchange of information

Double Taxation Treaties have been signed with:

Switzerland, Antigua and Barbuda, Barbados, Belize, Grenada, Guyana, Jamaica, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Trinidad and Tobago, Australia, Belgium, Canada, Denmark, Faroe Islands, Finland, Greenland, Iceland, Netherlands, New Zealand, Norway, Portugal, Sweden, UK, and USA.

Exchange controls

There are no foreign exchange controls and the US dollar is allowed to circulate freely throughout the economy.

Type of Law

Dominica’s legal system is based upon British Common Law.

Principal Corporate Legislation

• International Business Companies (IBC) Act 1996

• Companies Act 1994

Other Offshore Legislation

• International Exempt Trust Act 1997

• Offshore Banking Act 1996

Restrictions to Business Activities

An IBC is restricted from conducting business in Dominica as well as any activities that include real estate banking, trust, or in insurance sector unless the appropriate license is granted.

Corporate Business Relations Allowances

• Make and maintain deposits in Dominica

• Engage professional services in Dominica

• Hold shares, debt obligations or other securities in a company owned by a resident, locally registered company or one incorporated through the Local Companies Act.

Powers of Company

An IBC is given all rights, powers and privileges of an individual.

Name Restrictions

Restricted names are any that suggest the patronage of the Royal Family, the government, political party, university, professional association, or any names that may considered to be objectionable or that have already been taken.

When choosing a company name in Dominica, it must not:

• Match an existing registered name
• Imply government association without approval
• Relate to any political party or leader
• Mislead about the company's workforce
• Mislead about product/service origin

Language of Name

Any language or alphabet, but if not in English a translation is required.

Suffixes to Denote Limited Liability

An IBC name must indicate Limited Liability, ex. Ltd, Corp.

Documentation Requirements

Copies of Articles of Association, Memorandum of Association, and Certificate of Incorporation, must be kept at the Registers office, though the register is not available to the public.

Shares

Shares may be issued: with or without par value, can be issued as registered or in a bearer form, can be issued for consideration other than money and without par value.

Incorporation time frame

1-2 working days

FAQ

Why do businesses register a company in Dominica?

Businesses register a company in Dominica because international corporate structures provide asset protection and tax reduction possibilities that are found only in non-resident legal structures. Dominica offers both a safe and stable jurisdiction for non-resident companies giving companies a business-friendly corporate environment. 

The government and regulatory bodies seek to attract regional and international businesses by providing business-friendly policies to attract investors and entrepreneurs into the country.

How much does it cost to start a company?

Dominica company registration costs vary, which is why we do not include them on our website. Prices depend on the legal and corporate services required, as well as secretary, auditing and signatory services which are often needed (though not always) if you are incorporating a non-resident company.

Registration and incorporation fees for 1st-year companies vary anywhere from 1000-5000 USD with 2nd-year fees ranging anywhere from 500-2000 USD. However, even these figures are not always the case, as all of this depends on the services required, so beware of any service provider that states their fees exactly, as you will be disappointed in seeing that number change. Get in touch for a price quote.

Can I open a business bank account for my company?

Opening a business bank account is definitely possible and is one of the main reasons why businesses open a foreign corporation in the first place. However, it often can be the most challenging part of any offshore incorporation process because of the requirements and documents needed in order to satisfy Anti Money Laundering (AML) and Know Your Customer (KYC) laws.

That being said, some jurisdictions are harder than others and we will assist you through the entire process.

Can Offshore Protection create a company for me?

Yes, we can! Offshore Protection has been establishing companies around the world for nearly three decades. We have engaged in client legal and corporate services, including opening companies, offshore trusts, getting financial licenses, and accounts in dozens of countries around the world. Get in touch to find out more.

Offshore Protection

Join thousands of satisfied clients who have experienced the Offshore Protection advantage for more than 25 years. When you purchase any offshore company formation product from us, you'll get FREE support from our lawyers to help answer your overseas company day-to-day management questions.

Start the Dominica Incorporation process with Offshore-Protection today. Order a Dominica IBC with or without a bank account.